When it came down to it, Zany Brainy just couldn’t digest Noodle Kidoodle.

And soft beanie baby sales didn’t help any.

Zany Brainy, which specializes in educational toys and games, filed for Chapter 11 bankruptcy protection yesterday. The company listed more than $100 million each in assets and liabilities.

Wells Fargo Retail Finance LLC has agreed to a $115 million rescue package, the company said, subject to court approval.

Zany was founded in suburban Philadelphia in 1991 and went public in 1999 when the toy market was hot. Soon thereafter, it embarked on an aggressive expansion program, resulting in the acquisition of competitor Noodle Kidoodle for $35.4 million in July 2000.

Between the acquisition of Noodle’s 60 stores and Zany’s opening of 27 stores in 2000, the company’s systems were taxed, causing growing pains in a softening toy market.

Though the combined sales of the two chains was more than $376 million at the time of the acquisition, Zany said it expected fiscal losses to widen because of declining sales of Beanie Babies.

“It was a difficult business climate,” Zany President and CEO Thomas G. Vellios said, “compounded by the fact that there was not a lot of top product available.”

He added, “I think we need to focus on how to fix the Noodle acquisition, to take the opportunity to digest it.”

Zany’s strategy now is to focus on the company’s core business: “We need to focus and integrate it successfully into the stores,” Vellios said.